Notable Mergers and Acquisitions of the Day 10/28: (HPQ) (EJ)/(CRIC) (RDK) (DWSN)/(TGE)

After the market closed Thursday, Hewlett-Packard (NYSE: HPQ) announced that, after an evaluation for its Personal Systems Group (PSG), it has decided the unit will remain part of the company.

The outcome of the company's reviews reaffirms HP's model and the value for its customers and shareholders. The company said PSG is a key component of HP's strategy to deliver higher value, lasting relationships with consumers, small- and medium-sized businesses and enterprise customers.


• E-House (China) Holdings Limited (NYSE: EJ), has submitted a non-binding proposal to the board of directors of China Real Estate Information Corporation (Nasdaq: CRIC) to acquire through a merger all the outstanding shares of CRIC that are not owned by E-House. E-House has proposed a fixed consideration consisting of $1.60 cash and 0.6 E-House shares for each CRIC share. E-House is the majority shareholder of CRIC owning 54.1% of CRIC's total outstanding shares. Assuming the successful consummation of the transaction, CRIC would become a wholly-owned subsidiary of E-House.
  
  
• Ruddick Corporation (NYSE: RDK) has entered into a definitive agreement with two newly formed affiliates of KPS Capital Partners, LP to sell all of its ownership interest in its wholly-owned subsidiary, American & Efird, Inc. for $180 million in cash consideration, subject to adjustments as described below.
  
  The Purchase Price is subject to adjustments for working capital and certain liabilities including under funded pension liability and foreign debt. The amount of the adjustment will be dependent on various factors including the timing of the closing of the transaction. Closing of the transaction is expected to occur in the Company’s first quarter of fiscal 2012, which ends January 1, 2012, and is subject to closing conditions. As a result of the transaction, the Company expects to record pre-tax non-cash impairment losses and other related expenses totaling between $42 and $48 million in the fourth quarter of fiscal 2011, which ended October 2, 2011. The after-tax impact to our fourth quarter results is expected to range between $33 million, or $0.68 per diluted share and $37 million, or $0.75 per diluted share. Additional expenses, primarily related to the settlement of the pension liability and other employee benefit plans will be determined at closing and are expected to be recorded in the first quarter of fiscal 2012. The amount of these losses will include adjustments for the recognition of a pro-rata share of the pension plan’s accumulated unrecognized net actuarial losses currently included in Accumulated Other Comprehensive Income and the impact from allocating existing plan assets under pension regulations. These non-cash charges are currently estimated to be approximately $66 million before tax and $40 million after tax, or $0.81 per diluted share. Additionally, adjustments for changes in the plan’s funded status from the Company’s fiscal year end until closing will be made and cannot presently be estimated.
  
  Wells Fargo Securities acted as exclusive financial advisor to the Company and McGuireWoods LLP served as legal counsel to the Company.
  
  
• Dawson Geophysical Company (Dawson) (Nasdaq: DWSN) today announced that TGC Industries, Inc. (TGC) (Nasdaq: TGE) has terminated the definitive merger agreement pursuant to which Dawson would have acquired TGC in a tax-free stock-for-stock transaction.
  
  As of the result of the 10-day volume weighted average price for Dawson's stock as of October 25, 2011 falling outside the designated range specified in the merger agreement, Dawson and TGC engaged in discussions and exchanged letters concerning possible adjustments to the merger exchange ratio of Dawson stock for TGC stock prior to and on October 26 and 27, 2011. However, the parties were unable to reach agreement regarding an adjustment to the exchange ratio.
  
  At the special shareholders meeting held by each of the companies on October 27, 2011, the transaction received strong support from both Dawson's and TGC's shareholders. At Dawson's special meeting, the merger proposal was adopted with the affirmative vote of approximately 77% of Dawson's outstanding shares, including the affirmative vote of approximately 97% of the shares voted at the meeting. Dawson has been advised by TGC that the merger proposal received the affirmative vote of approximately 76% of TGC's outstanding shares, slightly under the 80% level required in TGC's charter documents to complete the merger.

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